Exhibit 10.1


 


AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT


 


This AMENDED AND RESTATED EMPLOYMENT AND
NONCOMPETITION AGREEMENT (“Agreement”) is made as of the 18th day of December,
2009, to be effective January 1, 2010, between Marc Holliday (“Executive”) and
SL Green Realty Corp., a Maryland corporation with its principal place of
business at 420 Lexington Avenue, New York, New York 10170 (the “Employer”),
and amends in its entirety and completely restates that certain employment
agreement between Executive and the Employer dated as of January 1, 2004, as
amended and restated on April 16, 2007 and as amended on December 17, 2008.


 


1.     Term.  The term of
this Agreement shall commence on January 1, 2010 and, unless earlier terminated
as provided in Section 6 below, shall terminate on January 17, 2013 (the “Current
Term”);  provided, however, that Sections 4 and
8 (and any enforcement or other procedural provisions hereof affecting Sections
4 and 8) hereof shall survive the termination of this Agreement as provided
therein.  The Current Term shall
automatically be extended for successive one-year periods (each, a “Renewal
Term”), unless either party gives the other party at least six months’ written
notice of non-renewal.  In addition, in
the event that Executive has given notice of non-renewal of the term of this
Agreement, the Employer, at its sole option and discretion, may nevertheless
extend the Current Term or a Renewal Term by ninety (90) days (the “Extension
Period”), upon written notice to Executive at least 120 days before the end of
the Current Term or such Renewal Term, as applicable.  The period of Executive’s employment
hereunder consisting of the Current Term, all Renewal Terms, if any, and the
Extension Period, if any, is herein referred to as the “Employment Period.”


 


2.     Employment and Duties.


 


(a)   Duties.  During the Employment Period, Executive shall
be employed in the business of the Employer and its affiliates.  Executive shall serve the Employer as a
senior corporate executive and shall have the title of Chief Executive Officer
(“CEO”) of the Employer and, for so long as so elected, member of the Board of
Directors of the Employer (the “Board”). 
Executive, as CEO, shall be principally responsible for all
decision-making with respect to the Employer (including with respect to the
hiring and dismissal of subordinate executives), subject to supervision in the
ordinary course by the Chairman of the Board (“Chairman”) or by the Board, it
being expressly understood and agreed that Executive will consult frequently
with the Chairman and that the Chairman may take an active role in working with
Executive to develop the policies of the Employer.  Executive’s duties and authority shall be as
further set forth in the By-laws of the Employer and as otherwise established
from time to time by the Board, but in all events such duties shall be
commensurate with his position as CEO of the Employer.


 


(b)   Best Efforts.  Executive agrees to his employment as
described in this Section 2 and agrees to devote substantially all of his
business time and efforts to the performance of his duties under this
Agreement, except as otherwise approved by the Board; provided, however, that
nothing herein shall be interpreted to preclude Executive, so long as there is no
material interference with his duties hereunder, from (i) participating as an
officer or director of, or advisor to, any charitable or other tax-exempt
organizations or otherwise engaging in charitable, fraternal or trade group
activities; (ii) investing and managing his
assets as an investor in other entities or business ventures; provided that he
performs no management or similar role (or, in the case of investments
other than those in entities or business ventures engaged in the Business (as 


 

















 


defined
in Section 8), he performs a management role comparable to the role that a
significant limited partner would have, but performs no day-to-day management
or similar role) with respect to such entities or ventures and such investment does not violate Section 8 hereof;
and provided, further, that, in any case in which another party involved in the
investment has a material business relationship with the Employer, Executive
shall give prior written notice thereof to the Board; or (iii) serving
as a member of the board of directors of a for-profit corporation with the
approval of the Board.


 


(c)   Travel.  In performing his duties hereunder, Executive
shall be available for all reasonable travel as the needs of the Employer’s
business may require.  Executive shall be
based in New York City or Westchester County, or within 50 miles of Manhattan
but not in New Jersey or Long Island.


 


3.     Compensation and Benefits.  In consideration of Executive’s services
hereunder, the Employer shall compensate Executive as provided in this
Agreement.


 


(a)   Base Salary.  The Employer shall pay Executive an aggregate
minimum annual salary at the rate of $725,000 per annum from the beginning of
the Employment Period through December 31, 2010, and an aggregate minimum
annual salary at the rate of $1,000,000 per annum from January 1, 2011 through
the end of the Employment Period (“Base Salary”).  Base Salary shall be payable bi-weekly in
accordance with the Employer’s normal business practices and shall be reviewed
by the Board or Compensation Committee of the Board at least annually.


 


(b)   Bonus.  For services to be rendered during the
Current Term, Executive shall receive a bonus of $1,000,000 (the “Bonus”),
payable in cash on January 18, 2010; provided Executive’s employment has not
been terminated by the Employer with Cause or by Executive without Good Reason
before the end of such date.  In the
event that Executive’s employment is terminated by the Employer with Cause or
by Executive without Good Reason on or before June 30, 2010, Executive agrees
to repay to the Employer the Bonus in full no later than 30 days following the
effective date of such termination.


 


(c)   Incentive
Compensation/Bonuses.  In addition to
Base Salary, with respect to fiscal year 2009 and thereafter during the Employment
Period, Executive shall be eligible for and shall receive, upon approval of the
Board or Compensation Committee of the Board, such discretionary annual bonuses
as the Employer, in its sole discretion, may deem appropriate to reward
Executive for job performance.  In
addition, Executive shall be eligible to participate in any other bonus or
incentive compensation plans in effect with respect to senior executive
officers of the Employer, as the Board or Compensation Committee of the Board,
in its sole discretion, may deem appropriate to reward Executive for job
performance.  Executive shall also be
entitled to receive an award pursuant to the SL Green Realty Corp. 2010
Long-Term Outperformance Compensation Program (the “2010 Outperformance Plan”)
in accordance with definitive documentation which is consistent with the terms
summarized on Exhibit C hereto.  It is expressly understood that, with respect to
the awards made to Executive pursuant to the SL Green Realty Corp. 2003
Long-Term Outperformance Compensation Program, as amended December 2003 (the “2003
Outperformance Plan”) and the SL Green Realty Corp. 2005 Long-Term
Outperformance Plan Award Agreement, dated as of March 15, 2006 (the “2005
Outperformance Plan” and, together with the
2003 Outperformance Plan and the 2010 Outperformance Plan, the “Outperformance
Plans”), the provisions of the Outperformance Plans, as amended from time to
time, and not the 


 


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provisions of this Agreement shall govern in accordance
with their terms, except: (i) to the extent the provisions of this Agreement
are specifically referred to or incorporated into the Outperformance Plans and (ii)
as specifically provided otherwise in this Agreement.


 


(d)   Stock Options.  As determined by the Board or Compensation
Committee of the Board, in its sole discretion, Executive shall be eligible to
participate in the Employer’s then current Stock Option and Incentive Plan,
which authorizes the grant of stock options and stock awards of the Employer’s
common stock (“Common Stock”) and other equity-based awards or any successor
thereto (any such plan being referred to herein as the “Plan”).


 


(e)   Other Equity Awards.  As of the date specified on Exhibit A
hereto, the Employer expects that it will (but is not obligated to) grant
300,000 restricted stock units (the “Restricted Stock Unit Award”) to
Executive, in accordance with definitive documentation which is consistent with
the terms summarized on Exhibit A hereto and which is otherwise consistent
with the Employer’s general practices for documentation contemplated by the
Plan.  The
parties acknowledge and agree that Executive’s restricted stock awards granted January
17, 2001, and January 1, 2004, shall continue to be eligible for vesting in
accordance with the terms of the agreements evidencing such awards as in effect
on the date hereof.


 


(f)    Deferred Compensation.  During the Employment Period (but excluding
the Extension Period), the Employer shall make annual notional contributions of
$450,000, on January 18th of each year, into a deferred compensation
account maintained on behalf of the Executive, with terms as set forth in the
form of Deferred Compensation Agreement attached as Exhibit B
hereto.  Executive shall vest in each
such contribution on January 17th of the
following year subject to Executive’s continued employment with the Employer
through such date, but subject to acceleration as set forth herein or in Exhibit
B hereto.


 


(g)   Extension Period
Compensation.  During the Extension
Period, if any, in lieu of the compensation set forth in Sections 3(a)-(f) above
for such period, the Employer shall pay Executive a salary (“Extension Period
Salary”) during such period in cash, at a per annum rate equal to the sum of
the following: (i) Executive’s Base Salary during the prior fiscal year; (ii) any
annual cash bonus earned by Executive for the prior fiscal year; (iii) the
value of any required contributions, notional or otherwise, made by the
Employer during the prior fiscal year to a deferred compensation plan on behalf
of Executive, including those made pursuant to Section 3(f) above; and (iv) the
value of that portion of Executive’s equity awards granted on or after the date
hereof which vested during the period from January 18th of the prior fiscal year through January 17th of the year in which the Extension Period
commences.  The value of the equity
awards in the foregoing clause (iv) shall be equal to (A) for all equity awards
that deliver the full value of the underlying securities, the Fair Market Value
of such securities as of the vesting date; (B) for each award of stock options,
that percentage of the grant date fair value of such award which is equal to
the percentage of the award that became so vested; and (C) for all other equity
awards, the Fair Market Value of such awards on the vesting date as determined
by the Compensation Committee of the Board. 
For purposes of the foregoing, “Fair Market Value” of a security on a
particular date means (i) if the securities are then listed on a national
securities exchange, the closing sales price of such security on the principal
national securities exchange on which such securities are listed on such date
(or, if such date is not a trading day, on the last trading day preceding such
date ), (ii) if the securities are not then listed on a national securities
exchange but are then traded on an over-the-counter market, the average of the
closing bid and asked prices for such securities 


 


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in
such over-the-counter market for such date (or, if there were no sales on such
date in such market, on the last preceding date on which there was a sale of
such Shares in such market, as determined by the Compensation Committee of the
Board), or (iii) if the securities are not then listed on a national securities
exchange or traded on an over-the-counter market, such value as the
Compensation Committee of the Board in its discretion may in good faith
determine; provided that, where the securities are so listed or traded, the
Compensation Committee of the Board may make such discretionary determinations
where the Shares have not been traded for 10 trading days.  Extension Period Salary shall be payable
bi-weekly in accordance with the Employer’s normal business practices, except
that if the annual cash bonus for Executive for the prior fiscal year has not
yet been determined as of any bi-weekly payment date, the portion of the
Extension Period Salary for such bi-weekly period that is based on such annual
cash bonus shall be paid promptly after the amount of such bonus is determined.


 


(h)   Expenses.  Executive shall be reimbursed for all
reasonable business related expenses incurred by Executive at the request of or
on behalf of the Employer, provided that such expenses are incurred and
accounted for in accordance with the policies and procedures established by the
Employer.  Any expenses incurred during
the Employment Period but not reimbursed by the Employer by the end of the
Employment Period, shall remain the obligation of the Employer to so reimburse
Executive.


 


(i)    Health and Welfare
Benefit Plans.  During the Employment
Period, Executive and Executive’s immediate family shall be entitled to
participate in such health and welfare benefit plans as the Employer shall
maintain from time to time for the benefit of senior executive officers of the
Employer and their families, on the terms and subject to the conditions set
forth in such plan.  Nothing in this Section
shall limit the Employer’s right to change or modify or terminate any benefit
plan or program as it sees fit from time to time in the normal course of
business so long as it does so for all senior executives of the Employer.


 


(j)    Vacations.  Executive shall be entitled to paid vacations
in accordance with the then regular procedures of the Employer governing senior
executive officers.


 


(k)   Certain Other Benefits.  During the Employment Period, the Employer
shall provide to Executive such other benefits, as generally made available to
other senior executives of the Employer. 
In addition, the Employer shall maintain life insurance for the benefit
of Executive’s beneficiaries in a face amount equal to $10,000,000; provided,
however, that such coverage shall only be required if available to the Employer
at reasonable rates; and provided, further, that Executive cooperates as
reasonably requested by the Employer in the Employer’s efforts to obtain such
insurance.  If such insurance is not
available at reasonable rates, then the Employer shall provide such coverage on
a self-insured basis, at a cost to the Employer not to exceed the amount
Executive would receive upon a termination by the Employer without Cause (as
defined in Section 6(a)(iii) below) within eighteen (18) months after a
Change-in-Control under Section 7(a)(v).


 


(l)    Timing of Expense
Reimbursement.  All in-kind benefits
provided and expenses eligible for reimbursement under this Agreement must be
provided by the Employer or incurred by Executive during the time periods set
forth in this Agreement.  All
reimbursements shall be paid as soon as administratively practicable, but in no
event shall any reimbursement be paid after the last day of the taxable year
following the taxable year in which the expense was incurred.  


 


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The
amount of in-kind benefits provided or reimbursable expenses incurred in one
taxable year shall not affect the in-kind benefits to be provided or the
expenses eligible for reimbursement in any other taxable year.  Such right to reimbursement or in-kind
benefits is not subject to liquidation or exchange for another benefit.


 


4.     Indemnification and Liability Insurance.  The Employer agrees to indemnify Executive to
the extent permitted by applicable law, as the same exists and may hereafter be
amended, from and against any and all losses, damages, claims, liabilities and
expenses asserted against, or incurred or suffered by, Executive (including the
costs and expenses of legal counsel retained by the Employer to defend
Executive and judgments, fines and amounts paid in settlement actually and
reasonably incurred by or imposed on such indemnified party) with respect to
any action, suit or proceeding, whether civil, criminal administrative or
investigative in which Executive is made a party or threatened to be made a
party, either with regard to his entering into this Agreement with the Employer
or in his capacity as an officer or director, or former officer or director, of
the Employer or any affiliate thereof for which he may serve in such
capacity.  The Employer also agrees to
secure and maintain officers and directors liability insurance providing
coverage for Executive.  The provisions
of this Section 4 shall remain in effect after this Agreement is terminated
irrespective of the reasons for termination.


 


5.     Employer’s Policies. 
Executive agrees to observe and comply with the reasonable rules and
regulations of the Employer as adopted by the Board from time to time regarding
the performance of his duties and to carry out and perform orders, directions
and policies communicated to him from time to time by the Board, so long as
same are otherwise consistent with this Agreement.


 


6.     Termination. 
Executive’s employment hereunder may be terminated under the following
circumstances:


 


(a)   Termination by the
Employer.


 


(i)            Death.  Executive’s employment hereunder shall
terminate upon his death.


 


(ii)           Disability.  If, as a result of Executive’s incapacity due
to physical or mental illness or disability, Executive shall have been
incapable of performing his duties hereunder even with a reasonable
accommodation on a full-time basis for the entire period of four consecutive
months or any one hundred and twenty (120) days in a 180-day period, and within
thirty (30) days after written Notice of Termination (as defined in Section 6(d))
is given he shall not have returned to the performance of his duties hereunder
on a full-time basis, the Employer may terminate Executive’s employment
hereunder.


 


(iii)          Cause.  The Employer may terminate Executive’s employment
hereunder for Cause by a majority vote of all members of the Board, excluding
the vote of Executive.  For purposes of
this Agreement, “Cause” shall mean Executive’s: 
(A) engaging in conduct which is a felony; (B) material breach of any of
his obligations under Sections 8(a) through 8(e) of this Agreement; (C) willful
misconduct of a material nature or gross negligence with regard to the Employer
or any of its affiliates; (D) material fraud with regard to the Employer or any
of its affiliates; (E) willful or material violation of any reasonable written
rule, regulation or policy of the Employer applicable 


 


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to
senior executives unless such a violation is cured within thirty (30) days
after written notice of such violation by the Board; or (F) failure to
competently perform his duties which failure is not cured within thirty (30)
days after receiving notice from the Employer specifically identifying the
manner in which Executive has failed to perform (it being understood that, for
this purpose, the manner and level of Executive’s performance shall not be
determined based on the financial performance (including without limitation the
performance of the stock) of the Employer).


 


(iv)          Without Cause.  Executive’s employment hereunder may be
terminated by the Employer at any time with or without Cause (as defined in Section
6(a)(iii) above), by a vote of two-thirds
or more of all of the members of the Board (not taking into account Executive
as a member of the Board), upon written notice to Executive, subject
only to the severance provisions specifically set forth in Section 7.


 


(b)   Termination by Executive.


 


(i)            Disability.  Executive may terminate his employment
hereunder for Disability within the meaning of Section 6(a)(ii) above.


 


(ii)           With Good Reason.  Executive’s employment hereunder may be
terminated by Executive with Good Reason by written notice to the Board
providing at least ten (10) days notice prior to such termination.  For purposes of this Agreement, termination
with “Good Reason” shall mean the occurrence of one of the following events
within sixty (60) days prior to such termination:


 


(A)          a
material change in duties, responsibilities, status or positions with the
Employer that does not represent a promotion from or maintaining of Executive’s
duties, responsibilities, status or positions as CEO of a publicly traded
company (which, (I) so long as Executive is the CEO of the Employer, shall
include the appointment of another person as co-CEO of the Employer and (II) with
respect to a termination within 18 months after a Change-in-Control, shall
include the failure of Stephen L. Green to serve as chairman of the board of
directors of the surviving entity (which shall include the Employer if the
Employer is the surviving entity), or the equivalent position if such entity is
not a corporation, unless Executive is appointed to such position), except in
connection with the termination of Executive’s employment for Cause,
disability, retirement or death;


 


(B)           a
failure by the Employer to pay compensation when due in accordance with the
provisions of Section 3, which failure has not been cured within twenty (20)
business days after the notice of the failure (specifying the same) has been
given by Executive to the Employer, or a failure by the Employer to grant the
Restricted Stock Unit Award on or before January 4, 2010;


 


(C)           a
material breach by the Employer of any provision of this Agreement, which
breach has not been cured within thirty (30) days after notice of noncompliance
(specifying the nature of the noncompliance) has been given by Executive to the
Employer;


 


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(D)          the
Employer’s requiring Executive to be based in an office not meeting the
requirements of the last sentence of Section 2(c);


 


(E)           a
reduction by the Employer in Executive’s Base Salary to less than the minimum
Base Salary set forth in Section 3(a);


 


(F)           the
failure by the Employer to continue in effect an equity award program or other
substantially similar program under which Executive is eligible to receive
awards;


 


(G)           a
material reduction in Executive’s benefits under any benefit plan (other than
an equity award program) compared to those currently received (other than in
connection with and proportionate to the reduction of the benefits received by
all or most senior executives or undertaken in order to maintain such plan in
compliance with any federal, state or local law or regulation governing
benefits plans, including, but not limited to, the Employee Retirement Income
Security Act of 1974, shall not constitute Good Reason for the purposes of this
Agreement); or


 


(H)          the
failure by the Employer to obtain from any successor to the Employer an
agreement to be bound by this Agreement pursuant to Section 15 hereof, which
has not been cured within thirty (30) days after the notice of the failure
(specifying the same) has been given by Executive to the Employer.


 


(iii)          Without Good Reason.  Executive shall have the right to terminate
his employment hereunder without Good Reason, subject to the terms and
conditions of this Agreement.


 


(c)   Definitions.  The following terms shall be defined as set
forth below.


 


(i)            A “Change-in-Control” shall be
deemed to have occurred if:


 


(A)          any
Person, together with all “affiliates” and “associates” (as such terms are
defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange
Act”)) of such Person, shall become the “beneficial owner” (as such term is
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Employer representing 25% or more of either (1) the combined
voting power of the Employer’s then outstanding securities having the right to
vote in an election of the Board (“Voting Securities”) or (2) the then
outstanding shares of all classes of stock of the Employer (in either such case
other than as a result of the acquisition of securities directly from the
Employer); or


 


(B)           the
members of the Board at the beginning of any consecutive 24-calendar-month period
commencing on or after the date hereof (the “Incumbent Directors”) cease for
any reason other than due to death to constitute at least a majority of the
members of the Board; provided that any director whose election, or nomination
for election by the Employer’s stockholders, was 


 


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approved by a vote of at least a majority of the Incumbent Directors,
shall be deemed to be an Incumbent Director; or


 


(C)           there
is consummated (1) any consolidation or merger of the Employer or any
subsidiary that would result in the Voting Securities of the Employer
outstanding immediately prior to such merger or consolidation representing
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) less than 50% of the total voting power of the voting
securities of the surviving entity outstanding immediately after such merger or
consolidation or ceasing to have the power to elect at least a majority of the
board of directors or other governing body of such surviving entity or (2) any
sale, lease, exchange or other transfer (in one transaction or a series of
transactions contemplated or arranged by any party as a single plan) of all or
substantially all of the assets of the Employer, if the shareholders of the
Employer and unitholders of SL Green Operating Partnership, L.P. taken as a
whole and considered as one class immediately before such transaction own,
immediately after consummation of such transaction, equity securities and partnership
units possessing less than 50 percent of the surviving or acquiring company and
partnership taken as a whole; or


 


(D)          the
stockholders of the Employer shall approve any plan or proposal for the
liquidation or dissolution of the Employer.


 


Notwithstanding the foregoing, a “Change-in-Control” shall not be
deemed to have occurred for purposes of the foregoing clause (A) solely as the
result of an acquisition of securities by the Employer which, by reducing the
number of shares of stock or other Voting Securities outstanding, increases (x)
the proportionate number of shares of stock of the Employer beneficially owned
by any Person to 25% or more of the shares of stock then outstanding or (y) the
proportionate voting power represented by the Voting Securities beneficially
owned by any Person to 25% or more of the combined voting power of all then
outstanding Voting Securities; provided, however, that if any Person referred
to in clause (x) or (y) of this sentence shall thereafter become the beneficial
owner of any additional stock of the Employer or other Voting Securities (other
than pursuant to a share split, stock dividend, or similar transaction), then a
“Change-in-Control” shall be deemed to have occurred for purposes of the
foregoing clause (A).


 


(ii)           “Person” shall have
the meaning used in Sections 13(d) and 14(d) of the Exchange Act; provided
however, that the term “Person” shall not include (A) Executive or (B) the
Employer, any of its subsidiaries, or any trustee, fiduciary or other person or
entity holding securities under any employee benefit plan of the Employer or
any of its subsidiaries.  In addition, no
Change-in-Control shall be deemed to have occurred under clause (i)(A) above by
virtue of a “group” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becoming a beneficial owner as described in such clause, if any
individual or entity described in clause (A) or (B) of the foregoing sentence
is a member of such group.


 


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(d)   Notice of Termination.  Any termination of Executive’s employment by
the Employer or by Executive (other than on account of death) shall be
communicated by written Notice of Termination to the other party hereto in
accordance with Section 11 of this Agreement.  For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and, as applicable, shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so indicated.  Executive’s employment shall terminate as of
the effective date set forth in the Notice of Termination (the “Termination
Date”), which date shall not be more than thirty (30) days after the date of
the Notice of Termination.  For avoidance
of doubt, a notice of non-renewal pursuant to Section 1 shall not be considered
a Notice of Termination.


 


7.     Compensation Upon Termination; Change-in-Control.


 


(a)   Termination By Employer
Without Cause or By Executive With Good Reason.  If, during the Employment Period (i) Executive
is terminated by the Employer without Cause pursuant to Section 6(a)(iv) above,
or (ii) Executive shall terminate his employment hereunder with Good Reason
pursuant to Section (6)(b)(ii) above, then the Employment Period shall
terminate as of the Termination Date, Executive shall be entitled to receive
his earned and accrued but unpaid Base Salary on the Termination Date, and
Executive shall be entitled to the following payments and benefits, subject to (1)
Executive’s execution of a mutual release agreement with the Employer in form
and substance reasonably satisfactory to Executive and the Employer, whereby,
in general, each party releases the other from all claims such party may have
against the other party (other than (A) claims against the Employer relating to
the Employer’s obligations under this Agreement, including without limitation,
Executive’s rights to indemnification and to vested benefits under any employee
benefit plan of the Employer or any affiliate of the Employer in which
Executive participates, and certain other specified agreements arising in
connection with or after Executive’s termination, including, without
limitation, Employer’s obligations hereunder to provide severance payments and
benefits and accelerated vesting of equity awards and (B) claims against
Executive relating to or arising out of any act of fraud, intentional
misappropriation of funds, embezzlement or any other action with regard to the
Employer or any of its affiliated companies that constitutes a felony under any
federal or state statute committed or perpetrated by Executive during the
course of Executive’s employment with the Employer or its affiliates, in any
event, that would have a material adverse effect on the Employer, or any other
claims that may not be released by the Employer under applicable law) (the “Release
Agreement”), which the Employer shall execute within five (5) business days
after such execution by Executive, and (2) the effectiveness and irrevocability
of the Release Agreement with respect to Executive within thirty (30) days
after the Termination Date (with the 30th day after the
Termination Date being referred to herein as the “Release Effectiveness Date”):


 


(i)            Promptly following
the Release Effectiveness Date, but no later than the regular payroll payment
date for the period in which the Release Effectiveness Date occurs (the “Payment
Date”), Executive shall receive a prorated annual cash bonus equal to (A) the
average of the annual cash bonuses (including any portion of the annual cash
bonus paid in the form of shares of Common Stock, stock units or other equity
awards, as determined at the time of grant by the Compensation Committee of the
Board, in its sole discretion, and reflected in the minutes or consents of the
Compensation Committee of the Board relating to the approval of such equity
awards, but excluding any annual or 


 


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other
equity awards made other than as payment of a cash bonus) earned by Executive
in respect of the two most recently completed fiscal years for which the amount
of the annual cash bonus has been determined (the “Average Annual Cash Bonus”)
multiplied by (B) a fraction, the numerator of which is the number of days in
the fiscal year in which Executive’s employment terminates through the
Termination Date (and the number of days in the prior fiscal year, in the event
that Executive’s annual cash bonus for such year had not been determined as of
the Termination Date) and the denominator of which is 365.


 


(ii)           Executive shall receive as severance
pay and in lieu of any further compensation for periods subsequent to the
Termination Date, in a single payment on the Payment Date, an amount in cash
equal to the sum of (A) the Executive’s average annual Base Salary in effect
during the twenty-four (24) months immediately prior to the Termination Date
(the “Average Annual Base Salary”), (B) the Average Annual Cash Bonus and (C) the
Executive’s average annual deferred compensation contribution for the
twenty-four (24) months immediately prior to the Termination Date, calculated
based on the cash value of the annual deferred compensation contributions as of
the dates of such contributions (the “Average Annual Deferred Compensation”).


 


(iii)          Executive
shall continue to receive all benefits described in Section 3(i) existing on
the Termination Date for a period of twelve (12) months after the Termination
Date, subject to the terms and conditions upon which such benefits may be
offered to continuing senior executives from time to time.  For purposes of the application of such
benefits, Executive shall be treated as if he had remained in the employ of the
Employer with a Base Salary at the rate in effect on the date of
termination.  For purposes of vesting
under the 2003 Outperformance Plan, without limiting any other rights that
Executive may have under the 2003 Outperformance Plan, Executive shall be
treated as if he had remained in the employ of the Employer for twelve (12)
months after the date of termination. 
Notwithstanding the foregoing, (A) nothing in this Section 7(a)(iii) shall
restrict the ability of the Employer to amend or terminate the plans and
programs governing the benefits described in Section 3(i) from time to time in
its sole discretion, and (B) the Employer shall in no event be required to
provide any benefits otherwise required by this Section 7(a)(iii) after such
time as Executive becomes entitled to receive benefits of the same type from
another employer or recipient of Executive’s services (such entitlement being
determined without regard to any individual waivers or other similar
arrangements).


 


(iv)          Any unvested shares of restricted
stock, restricted stock units or other equity-based awards (i.e., shares, units
or other awards then still subject to restrictions under the applicable award
agreement) granted to Executive by the Employer and any unvested deferred
compensation contribution made pursuant to Section 3(f) above shall not be
forfeited on the Termination Date and shall become vested (i.e., free from such
restrictions), and any unexercisable or unvested stock options granted to
Executive by the Employer shall not be forfeited on the Termination Date and
shall become vested and exercisable, on the Release Effectiveness Date.  Any unexercised stock options granted to
Executive by the Employer on or after January 1, 2004 shall remain exercisable
until the second January 1 to follow the Termination Date or, if earlier, the
expiration of the initial applicable term stated at the time of the grant.  In addition, the Employer shall pay 


 


10

















 


Executive any tax gross-up
payments owed pursuant to the terms of any such equity award.  For avoidance of doubt, the provisions of
this Section 7(a)(iv) shall not apply to grants made under the Outperformance
Plans, which shall be governed by their terms as in effect from time to time
and the provisions of Section 7(a)(iii) above.


 


(v)           In the event such termination occurs
in connection with or within eighteen (18) months after a Change-in-Control,
then, in addition to the payments and benefits set forth above (or, as
specifically cited below, in lieu of such payments and benefits): (A) in lieu
of the severance payment set forth in Section 7(a)(ii), Executive shall receive
as severance pay and in lieu of any further compensation for periods subsequent
to the Termination Date, in a single payment on the Release Effectiveness Date,
an amount in cash equal to three (3) times the sum of (I) the Average Annual
Base Salary, (II) the Average Annual Cash Bonus and (III) the Average Annual
Deferred Compensation, (B) the continuation of benefits provided for in the
first sentence of Section 7(a)(iii) above shall be extended from twelve (12)
months to twenty-four (24) months, but shall otherwise be subject to the terms
of Section 7(a)(iii) and (C) neither Executive nor the Employer shall be
required to execute the Release Agreement and all references throughout to the
Release Effectiveness Date shall refer to the Termination Date.


 


(b)   Termination By the
Employer For Cause or By Executive Without Good Reason.  If, during the Employment Period, (i) Executive
is terminated by the Employer for Cause pursuant to Section 6(a)(iii) above, or
(ii) Executive voluntarily terminates his employment hereunder without Good
Reason pursuant to Section 6(b)(iii) above, then the Employment Period shall
terminate as of the Termination Date and Executive shall be entitled to receive
his earned and accrued but unpaid Base Salary on the Termination Date, but, for
avoidance of doubt, shall not be entitled to any annual cash bonus for the year
in which the termination occurs, severance payment, continuation of benefits or
acceleration of vesting or extension of exercise period of any equity awards,
except as otherwise provided in the documentation applicable to such equity
awards.  Other than as may be provided
under Section 4 or as expressly provided in this Section 7(b), the Employer
shall have no further obligations hereunder following such termination.


 


(c)   Termination by Reason of
Death.  If Executive’s employment
terminates due to his death during the Employment Period, Executive’s estate
(or a beneficiary designated by Executive in writing prior to his death) shall
be entitled to the following payments and benefits:


 


(i)            On the Termination
Date, Executive’s estate (or a beneficiary designated by Executive in writing
prior to his death) shall receive an amount equal to any earned and accrued but
unpaid Base Salary and a prorated annual cash bonus (equal to the Average
Annual Cash Bonus multiplied by a fraction, the numerator of which is the
number of days in the fiscal year in which Executive’s employment terminates
through the date of Executive’s death (and the number of days in the prior
fiscal year, in the event that Executive’s annual cash bonus for such year had
not been determined as of the date of Executive’s death) and the denominator of
which is 365); provided that the amount of any prorated annual cash bonus
payable hereunder shall be reduced dollar-for-dollar by the amount received by
Executive’s beneficiaries under the life insurance (or self-insurance) provided
pursuant to the second and third sentences of Section 3(k).


 


11

















 


(ii)           Executive’s estate (or a beneficiary
designated by Executive in writing prior to his death) shall be credited with
twenty-four (24) months after termination under any provisions governing
restricted stock, restricted stock units, options or other equity-based awards
granted to Executive by the Employer relating to the vesting or initial
exercisability thereof, and, if such twenty-four (24) months of credit would
fall within a vesting period, a pro rata portion of the unvested shares of
restricted stock, restricted stock units or other equity-based awards granted
to Executive by the Employer that otherwise would have become vested upon the
conclusion of such vesting period (assuming, if applicable, the attainment of
any required performance goals) shall become vested on the date of Executive’s
termination due to his death, and a pro rata portion of the unexercisable stock
options granted to Executive by the Employer that otherwise would have become
exercisable upon the conclusion of such vesting period (assuming, if
applicable, the attainment of any required performance goals) shall become
exercisable on the date of Executive’s termination due to such death; provided
that any unvested or unexercisable restricted stock, restricted stock units,
options or other equity-based awards that were granted as payment of a cash
bonus, as determined at the time of grant by the Compensation Committee of the
Board, in its sole discretion, and reflected in the minutes or consents of the
Compensation Committee of the Board relating to the approval of such equity
awards, shall become fully vested and exercisable on the date of Executive’s
death.  In addition, any unvested
deferred compensation contribution made pursuant to Section 3(f) above shall
become fully vested upon the date of Executive’s death.  In addition, the Employer shall pay to
Executive’s estate or to a beneficiary designated by Executive in writing prior
to his death any tax gross-up payments owed pursuant to the terms of any such
equity award with respect to any shares of restricted stock or restricted stock
units that vest on Executive’s death. 
For avoidance of doubt, the provisions of this Section 7(c)(ii) shall
not apply to (1) grants made under the Outperformance Plans, which shall be
governed by their terms as in effect from time to time and (2) option grants
made under the SL Green Realty Corp. Amended 1997 Stock Option and Incentive
Plan, as amended March 2002 (the “1997 Plan”) and the SL Green Realty Corp.
Amended 2005 Stock Option and Incentive Plan, as amended September 2007 (the “2005
Plan”), which such options shall become fully vested and exercisable on the
date of Executive’s termination due to such death in accordance with their
terms as currently in effect. 
Furthermore, upon such death, any vested unexercised stock options
granted to Executive by the Employer on or after January 1, 2004 shall remain
vested and exercisable until the earlier of (A) the date on which the term of
such stock options otherwise would have expired, or (B) the second January 1
after the date of Executive’s termination due to his death.


 


Notwithstanding the foregoing, Executive shall only be entitled to
receive the vesting credit, payments and other benefits set forth in Section 7(c)(ii)
above and any accelerated vesting or other benefits under the Outperformance
Plans, the 1997 Plan or the 2005 Plan to the extent that the aggregate Value of
such vesting credit, payments and other benefits and any other such accelerated
vesting or benefits, on the date of Executive’s death, exceeds the amount
payable to Executive’s beneficiaries under the life insurance (or
self-insurance) provided pursuant to the second and third sentences of Section 3(k)
(the amount of such excess Value being referred to as the “Excess Value”).  For purposes of the foregoing, “Value,” on a
particular date, shall mean (A) for options which become vested, the product of
the number of options multiplied by the excess, if any, the Fair Market Value
(as defined in Section 3(g)) of the Common Stock as of such 


 


12

















 


date over the exercise price of the option, (B)
for restricted stock, restricted stock units, stock units made as a deferred
compensation contribution pursuant to Section 3(f) or other equity awards that
deliver the full value of the underlying securities which become vested, the
Fair Market Value of such securities as of such date, and (C) for all other
equity awards that become vested, the Fair Market Value of such awards as of
such date as determined by the Compensation Committee.  In the event Excess Value exists upon a
termination of Executive’s employment pursuant to this Section 7(c), then each
of the vesting credit, payments and other benefits set forth in Section 7(c)(ii)
above and any accelerated vesting or other benefits under the Outperformance
Plans, the 1997 Plan or the 2005 Plan that Executive’s estate (or a beneficiary
designated by Executive in writing prior to his death) would otherwise be
entitled to pursuant to Section 7(c)(ii), the Outperformance Plans, the 1997
Plan or the 2005 Plan shall be pro rated based on a percentage equal to (A) the
Excess Value divided by (B) the aggregate Value of all vesting credit, payments
and other benefits and any accelerated vesting or other benefits that Executive’s
estate (or a beneficiary designated by Executive in writing prior to his death)
would be entitled to pursuant to Section 7(c)(ii) or the Outperformance Plans,
the 1997 Plan or the 2005 Plan if no limitations on such amounts applied.  Other than as may be provided under Section 4
or as expressly provided in this Section 7(c), the Employer shall have no
further obligations hereunder following such termination.


 


(d)   Termination by Reason of
Disability.  In the event that
Executive’s employment terminates during the Employment Period due to his
disability as defined in Section 6(a)(ii) above, Executive shall be entitled to
receive his earned and accrued but unpaid Base Salary on the Termination Date
and Executive shall be entitled to the following payments and benefits, subject
to (1) Executive’s execution of the Release Agreement, which Release Agreement
the Employer shall execute within five (5) business days after such execution
by Executive, and (2) the effectiveness and irrevocability of the Release
Agreement with respect to Executive within thirty (30) days after the
Termination Date:


 


(i)            On the Payment
Date, Executive shall receive a prorated annual cash bonus equal to the Average
Annual Cash Bonus multiplied by a fraction, the numerator of which is the
number of days in the fiscal year in which Executive’s employment terminates
through the Termination Date (and the number of days in the prior fiscal year,
in the event that Executive’s annual cash bonus for such year had not been
determined as of the Termination Date) and the denominator of which is 365.


 


(ii)           Executive shall receive as severance
pay and in lieu of any further compensation for periods subsequent to the Termination
Date, in a single payment on the Payment Date, an amount in cash equal to the
sum of (A) the Average Annual Base Salary, (B) the Average Annual Cash Bonus
and (C) the Average Annual Deferred Compensation.


 


(iii)          Executive
shall continue to receive all benefits described in Section 3(i) existing on
the Termination Date for a period of thirty-six (36) months after the
Termination Date, subject to the terms and conditions upon which such benefits
may be offered to continuing senior executives from time to time.  For purposes of the application of such
benefits, Executive shall be treated as if he had remained in the employ of the
Employer with a Base Salary at the rate in effect on the date of termination.  Notwithstanding the foregoing, (A) nothing in
this Section 7(d)(iii) shall 


 


13

















 


restrict
the ability of the Employer to amend or terminate the plans and programs
governing the benefits described in Section 3(i) from time to time in its sole
discretion so long as it does so for all senior executives of the Employer, and
(B) the Employer shall in no event be required to provide any benefits
otherwise required by this Section 7(d)(iii) after such time as Executive
becomes entitled to receive benefits of the same type from another employer or
recipient of Executive’s services (such entitlement being determined without
regard to any individual waivers or other similar arrangements).


 


(iv)          Executive shall be credited with
twenty-four (24) months after termination under any provisions governing
restricted stock, restricted stock units, options or other equity-based awards
granted to Executive by the Employer relating to the vesting or initial
exercisability thereof and, if such twenty-four (24) months of credit would
fall within a vesting period, a pro rata portion of the unvested shares of
restricted stock, restricted stock units or other equity-based awards granted
to Executive by the Employer that otherwise would have become vested upon the
conclusion of such vesting period (assuming, if applicable, the attainment of
any required performance goals) shall become vested on the Release
Effectiveness Date, and a pro rata portion of the unvested or unexercisable
stock options granted to Executive by the Employer that otherwise would have
become vested or exercisable upon the conclusion of such vesting period
(assuming, if applicable, the attainment of any required performance goals)
shall become vested and exercisable on the Release Effectiveness Date; provided
that any unvested or unexercisable restricted stock, restricted stock units,
options or other equity-based awards that were granted as payment of a cash
bonus, as determined at the time of grant by the Compensation Committee of the
Board, in its sole discretion, and reflected in the minutes or consents of the
Compensation Committee of the Board relating to the approval of such equity
awards shall become fully vested and exercisable on the Release Effectiveness
Date.  Any vested unexercised stock
options granted to Executive by the Employer on or after January 1, 2004 shall
remain vested and exercisable until the earlier of (A) the date on which the
term of such stock options otherwise would have expired, or (B) the second January
1 after the Termination Date.  In
addition, any unvested deferred compensation contribution made pursuant to Section
3(f) above shall become fully vested upon the Release Effectiveness Date.  In addition, the Employer shall pay Executive
any tax gross-up payments owed pursuant to the terms of any such equity award
with respect to any shares of restricted stock or restricted stock units that
vest on the Release Effectiveness Date. 
For avoidance of doubt, the provisions of this Section 7(d)(iv) shall
not apply to (1) grants made under the Outperformance Plans, which shall be
governed by their terms as in effect from time to time and (2) option grants
made under the 1997 Plan and the 2005 Plan, which such options shall become
fully vested and exercisable on the date of Executive’s termination due to such
disability in accordance with their terms as currently in effect.


 


Other
than as may be provided under Section 4 or as expressly provided in this Section
7(d), the Employer shall have no further obligations hereunder following such
termination.


 


8.     Confidentiality; Prohibited Activities.  Executive and the Employer recognize that due
to the nature of his employment and relationship with the Employer, Executive
has access to and develops confidential business information, proprietary
information, and trade secrets relating to the business and operations of the
Employer.  Executive acknowledges that (i)
such information is valuable to the business 


 


14

















 


of the Employer, (ii) disclosure to, or use
for the benefit of, any person or entity other than the Employer, would cause
irreparable damage to the Employer, (iii) the principal businesses of the
Employer are the acquisition, development, management, leasing or financing of
any office real estate property, including without limitation the origination
of first-mortgage and mezzanine debt or preferred equity financing for real
estate projects throughout the United States (collectively, the “Business”), (iv)
the Employer is one of the limited number of persons who have developed a
business such as the Business, and (v) the Business is national in scope.  Executive further acknowledges that his
duties for the Employer include the duty to develop and maintain client,
customer, employee, and other business relationships on behalf of the Employer;
and that access to and development of those close business relationships for
the Employer render his services special, unique and extraordinary.  In recognition that the goodwill and business
relationships described herein are valuable to the Employer, and that loss of
or damage to those relationships would destroy or diminish the value of the
Employer, and in consideration of the compensation (including severance)
arrangements hereunder, and other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged by Executive, Executive agrees
as follows:


 


(a)   Confidentiality.  During the term of this Agreement (including
any renewals), and at all times thereafter, Executive shall maintain the confidentiality
of all confidential or proprietary information of the Employer (“Confidential
Information”), and, except in furtherance of the business of the Employer or as
specifically required by law or by court order, he shall not directly or
indirectly disclose any such information to any person or entity; nor shall he
use Confidential Information for any purpose except for the benefit of the
Employer.  For purposes of this
Agreement, “Confidential Information” includes, without limitation:  client or customer lists, identities,
contacts, business and financial information (excluding those of Executive
prior to employment with Employer); investment strategies; pricing information
or policies, fees or commission arrangements of the Employer; marketing plans,
projections, presentations or strategies of the Employer; financial and budget
information of the Employer; new personnel acquisition plans; and all other
business related information which has not been publicly disclosed by the
Employer.  This restriction shall apply
regardless of whether such Confidential Information is in written, graphic,
recorded, photographic, data or any machine readable form or is orally conveyed
to, or memorized by, Executive.


 


(b)   Prohibited Activities.  Because Executive’s services to the Employer
are essential and because Executive has access to the Employer’s Confidential
Information, Executive covenants and agrees that, so long as the Employer has
not materially breached its obligations to Executive under this Agreement (or,
in the event such breach has occurred, the Employer has cured such breach or
such breach only occurred following a material breach by Executive of his
obligations under this Agreement):


 


(i)            during the Employment Period, and (x)
for the 18-month period following the termination of Executive by either party
for any reason other than termination in connection with or within eighteen
(18) months after a Change-in-Control, or (y) for the 6-month period following
the termination of Executive in connection with or within eighteen (18) months
after a Change-in-Control, Executive will not, anywhere in the United States, without the prior written consent
of the Board which shall include the unanimous consent of the Directors other
than any other officer of the Employer, directly or indirectly (individually,
or through or on behalf of another entity as owner, partner, agent, employee,
consultant, or in any other capacity), engage, participate or assist, as an
owner, partner, employee, consultant, director, officer, trustee or agent, in 


 


15

















 


any element of the Business,
subject, however, to Section 8(c) below; provided, however, that, if the
Employment Period terminates upon or after the scheduled expiration of the term
of this Agreement (including any renewals or extensions) without any early
termination under Section 6, the restrictions of this Section 8(b)(i) shall
apply for one (1) year (rather than eighteen (18) months) following the
termination of Executive’s employment; and provided, further, that if Executive’s
employment terminates for any reason following provision by either party of
written notice of non-renewal of the term of this Agreement as provided in Section
1 but prior to the date on which such term is scheduled to expire following
provision of such notice, the restrictions of this Section 8(b)(i) shall apply
from the date of such termination through the date that is one (1) year
following the date on which the term of this Agreement was scheduled to expire
immediately prior to such termination;
and


 


(ii)           during the Employment Period, and
during (x) in the case of clause (A) below, the 30-month period following the
termination of Executive by either party for any reason (including the
expiration of the term of the Agreement) other than a termination in connection
with or within eighteen (18) months after a Change-in-Control that constitutes
a termination either by the Employer without Cause or by Executive with Good
Reason, or (y) the one-year period following such termination in the case of
clause (B) below, Executive will not, without the prior written consent of the
Board which shall include the unanimous consent of the Directors who are not
officers of the Employer, directly or indirectly (individually, or through or
on behalf of another entity as owner, partner, agent, employee, consultant, or
in any other capacity), (A) solicit, encourage, or engage in any activity to
induce any employee of the Employer to terminate employment with the Employer,
or to become employed by, or to enter into a business relationship with, any
other person or entity, or (B) engage in any activity intentionally to
interfere with, disrupt or damage the Business of the Employer, or its
relationships with any client, supplier or other business relationship of the
Employer.  For purposes of this
subsection, the term “employee” means any individual who is an employee of or
consultant to the Employer (or any affiliate) during the six-month period prior
to Executive’s last day of employment.


 


(c)   Other
Investments/Activities. 
Notwithstanding anything contained herein to the contrary, Executive is
not prohibited by this Section 8 from making investments (i) expressly
disclosed to the Employer in writing before the date hereof; (ii) solely for
investment purposes and without participating in the business in which the
investments are made, in any entity that engages, directly or indirectly, in
the acquisition, development, construction, operation, management, financing or
leasing of office real estate properties, regardless of where they are located,
if (x) Executive’s aggregate investment in each such entity constitutes less
than one percent of the equity ownership of such entity, (y) the investment in
the entity is in securities traded on any national securities exchange, and (z)
Executive is not a controlling person of, or a member of a group which
controls, such entity; or (iii) if the investment is made in (A) assets other
than Competing Properties or (B) any entity other than one that is engaged,
directly or indirectly, in the acquisition, development, construction,
operation, management, financing or leasing of Competing Properties.  For purposes of this Agreement, a “Competing
Property” means an office real estate property: 
(i) located outside of New York City, unless the property (A) is not an
appropriate investment opportunity for the Employer, (B) is not directly
competitive 


 


16

















 


with
the Businesses of the Employer and (C) has a fair market value at the time
Executive’s investment is made of less than $25 million, or (ii) located in New
York City.


 


(d)   Employer Property.  Executive acknowledges that all originals and
copies of materials, records and documents generated by him or coming into his
possession during his employment by the Employer are the sole property of the
Employer (“Employer Property”).  During
his employment, and at all times thereafter, Executive shall not remove, or
cause to be removed, from the premises of the Employer, copies of any record,
file, memorandum, document, computer related information or equipment, or any
other item relating to the business of the Employer, except in furtherance of
his duties under this Agreement.  When
Executive terminates his employment with the Employer, or upon request of the
Employer at any time, Executive shall promptly deliver to the Employer all
originals and copies of Employer Property in his possession or control and
shall not retain any originals or copies in any form, except that Executive may
retain a copy of his Rolodex or other similar contact list.


 


(e)   No Disparagement.  For one (1) year following termination of
Executive’s employment for any reason, Executive shall not intentionally
disclose or cause to be disclosed any negative, adverse or derogatory comments
or information about (i) the Employer and its parent, affiliates or
subsidiaries, if any; (ii) any product or service provided by the Employer and
its parent, affiliates or subsidiaries, if any; or (iii) the Employer’s and its
parent’s, affiliates’ or subsidiaries’ prospects for the future.  For one (1) year following termination of
Executive’s employment for any reason, the Employer shall not disclose or cause
to be disclosed any negative, adverse or derogatory comments or information
about Executive.  Nothing in this Section
shall prohibit either the Employer or Executive from testifying truthfully in
any legal or administrative proceeding.


 


(f)    Remedies.  Executive declares that the foregoing
limitations in Sections 8(a) through 8(f) above are reasonable and necessary
for the adequate protection of the business and the goodwill of the
Employer.  If any restriction contained
in this Section 8 shall be deemed to be invalid, illegal or unenforceable by
reason of the extent, duration or scope thereof, or otherwise, then the court
making such determination shall have the right to reduce such extent, duration,
scope, or other provisions hereof to make the restriction consistent with
applicable law, and in its reduced form such restriction shall then be
enforceable in the manner contemplated hereby. 
In the event that Executive breaches any of the promises contained in
this Section 8, Executive acknowledges that the Employer’s remedy at law for
damages will be inadequate and that the Employer will be entitled to specific
performance, a temporary restraining order or preliminary injunction to prevent
Executive’s prospective or continuing breach and to maintain the status
quo.  The existence of this right to
injunctive relief, or other equitable relief, or the Employer’s exercise of any
of these rights, shall not limit any other rights or remedies the Employer may
have in law or in equity, including, without limitation, the right to
arbitration contained in Section 9 hereof and the right to compensatory and
monetary damages.  Executive hereby
agrees to waive his right to a jury trial with respect to any action commenced
to enforce the terms of this Agreement.  Executive shall have remedies comparable to those
of the Employer as set forth above in this Section 8(f) if the Employer
breaches Section 8(e).


 


(g)   Transition.  Regardless of the reason for his departure
from the Employer, Executive agrees that at the Employer’s sole costs and
expense, for a period of not more than thirty (30) days after termination of
Executive, he shall take all steps reasonably requested by the Employer


 


17






 












 


to
effect a successful transition of client and customer relationships to the
person or persons designated by the Employer, subject to Executive’s
obligations to his new employer.


 


(h)   Cooperation with Respect
to Litigation.  During the Employment
Period and at all times thereafter, Executive agrees to give prompt written
notice to the Employer of any claim relating to the Employer and to cooperate
fully, in good faith and to the best of his ability with the Employer in
connection with any and all pending, potential or future claims, investigations
or actions which directly or indirectly relate to any action, event or activity
about which Executive may have knowledge in connection with or as a result of
his employment by the Employer hereunder. 
Such cooperation will include all assistance that the Employer, its
counsel or its representatives may reasonably request, including reviewing
documents, meeting with counsel, providing factual information and material,
and appearing or testifying as a witness; provided, however, that the Employer
will reimburse Executive for all reasonable expenses, including travel, lodging
and meals, incurred by him in fulfilling his obligations under this Section 8(h)
and, except as may be required by law or by court order, should Executive then
be employed by an entity other than the Employer, such cooperation will not
materially interfere with Executive’s then current employment.


 


(i)    Survival.  The provisions of this Section 8 and any
other provisions relating to the enforcement thereof shall survive termination
of Executive’s employment.


 


9.     Arbitration.  Any
controversy or claim arising out of or relating to this Agreement or the breach
of this Agreement (other than a controversy or claim arising under Section 8,
to the extent necessary for the Employer (or its affiliates, where applicable)
to avail itself of the rights and remedies referred to in Section 8(f)) that is
not resolved by Executive and the Employer (or its affiliates, where
applicable) shall be submitted to arbitration in New York, New York in
accordance with New York law and the procedures of the American Arbitration
Association.  The determination of the
arbitrator(s) shall be conclusive and binding on the Employer (or its
affiliates, where applicable) and Executive and judgment may be entered on the
arbitrator(s)’ award in any court having jurisdiction.


 


10.   Conflicting Agreements. 
Executive hereby represents and warrants that the execution of this
Agreement and the performance of his obligations hereunder will not breach or
be in conflict with any other agreement to which he is a party or is bound, and
that he is not now subject to any covenants against competition or similar
covenants which would affect the performance of his obligations hereunder.


 


11.   Notices.  All notices
or other communications required or permitted to be given hereunder shall be in
writing and shall be delivered by hand and or sent by prepaid telex, cable or
other electronic devices or sent, postage prepaid, by registered or certified
mail or telecopy or overnight courier service and shall be deemed given when so
delivered by hand, telexed, cabled or telecopied, or if mailed, three (3) days
after mailing (one (1) business day in the case of express mail or overnight
courier service), as follows:


 


(a)   if to Executive:


 


Marc Holliday, at the address shown on the
execution page hereof.


 


(b)   if to the Employer:


 


18

















 


SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170


Attn:  General Counsel


 


With a copy to:


 


Goodwin
Procter LLP


Exchange
Place


Boston,
Massachusetts 02109


Attention:  Daniel P. Adams


 


or
such other address as either party may from time to time specify by written
notice to the other party hereto.


 


12.   Amendments.  No amendment,
modification or waiver in respect of this Agreement shall be effective unless
it shall be in writing and signed by the party against whom such amendment,
modification or waiver is sought.


 


13.   Severability.  If any
provision of this Agreement (or any portion thereof) or the application of any
such provision (or any portion thereof) to any person or circumstances shall be
held invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision hereof (or the remaining portion hereof) or the application
of such provision to any other persons or circumstances.


 


14.   Withholding.  The
Employer shall be entitled to withhold from any payments or deemed payments any
amount of tax withholding it determines to be required by law.


 


15.   Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of both
parties and their respective successors and assigns, including any corporation
with which or into which the Employer may be merged or which may succeed to its
assets or business, provided, however, that the obligations of Executive are
personal and shall not be assigned by him. 
This Agreement shall inure to the benefit of and be enforceable by
Executive’s personal and legal representatives, executors, administrators,
assigns, heirs, distributees, devisees and legatees.


 


16.   Counterparts.  This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or
more such counterparts have been signed by each of the parties and delivered to
the other party.


 


17.   Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made and to be performed entirely
within such State, without regard to the conflicts of law principles of such
State.


 


18.   Choice of Venue. 
Subject to the provisions of Section 9, Executive agrees to submit to
the jurisdiction of the United States District Court for the Southern District
of New York or the Supreme Court of the State of New York, New York County, for
the purpose of any action to enforce any of the terms of this Agreement.


 


19

















 


19.   Parachutes.


 


(a)   Notwithstanding any other
provision of this Agreement, if all or any portion of the payments and benefits
provided under this Agreement (including without limitation any accelerated
vesting and any other payment or benefit received in connection with a
Change-in-Control or the termination of Executive’s employment), or any other
payments and benefits which Executive receives or is entitled to receive under
any plan, program, arrangement or other agreement, whether from the Employer or
an affiliate of the Employer, or any combination of the foregoing, would
constitute an excess “parachute payment” within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the “Code”) (whether or not
under an existing plan, arrangement or other agreement) (each such parachute
payment, a “Parachute Payment”), and would result in the imposition on
Executive of an excise tax under Section 4999 of the Code or any successor
thereto, then the following provisions shall apply:


 


(i)            If the Parachute
Payment, reduced by the sum of (1) the Excise Tax and (2) the total of the
federal, state, and local income and employment taxes payable by Executive on
the amount of the Parachute Payment which are in excess of the Threshold
Amount, are greater than or equal to the Threshold Amount, Executive shall be
entitled to the full benefits payable under this Agreement.


 


(ii)           If the Threshold
Amount is less than (x) the Parachute Payment, but greater than (y) the Parachute
Payment reduced by the sum of (1) the Excise Tax and (2) the total of the
federal, state, and local income and employment taxes on the amount of the
Parachute Payment which are in excess of the Threshold Amount, then the
Parachute Payment shall be reduced (but not below zero) to the extent necessary
so that the sum of all Parachute Payments shall not exceed the Threshold
Amount.  In such event, the Parachute
Payment shall be reduced in the following order:  (1) cash payments not subject to Section 409A
of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based
payments and acceleration; and (4) non-cash forms of benefits.  To the extent any payment is to be made over
time (e.g., in installments, etc.), then the payments shall be reduced in
reverse chronological order.


 


(b)   For the purposes of this Section
19, “Threshold Amount” shall mean three times Executive’s “base amount” within
the meaning of Section 280G(b)(3) of the Code and the regulations promulgated
thereunder less one dollar ($1.00); and “Excise Tax” shall mean the excise tax
imposed by Section 4999 of the Code, and any interest or penalties incurred by
Executive with respect to such excise tax.


 


(c)   The determination as to
which of the alternative provisions of Section 19(a) shall apply to Executive
shall be made by a certified public accounting firm of national reputation
reasonably selected by the Employer. 
Executive and the Employer shall provide the accounting firm with all
information which any accounting firm reasonably deems necessary in computing
the Threshold Amount. For purposes of determining which of the alternative
provisions of Section 19(a) shall apply, Executive shall be deemed to pay
federal income taxes at the highest marginal rate of federal income taxation
applicable to individuals for the calendar year in which the determination is
to be made, and state and local income taxes at the highest marginal rates of
individual taxation in the state and locality of Executive’s residence on the
Termination Date, net of the maximum reduction in federal income taxes which
could be obtained from deduction of 


 


20

















 


such
state and local taxes.  Any determination
by the accounting firm shall be binding upon the Employer and the Executive.


 


20.   Section 409A.


 


(a)   Anything in this Agreement
to the contrary notwithstanding, if at the time of Executive’s separation from
service within the meaning of Section 409A of the Code, the Employer determines
that Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code, then to the extent any payment or benefit that Executive becomes
entitled to under this Agreement on account of Executive’s separation from
service would be considered deferred compensation subject to the 20 percent
additional tax imposed pursuant to Section 409A(a) of the Code as a result of
the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not
be payable and such benefit shall not be provided until the date that is the
earlier of (A) six (6) months and one day after Executive’s separation from
service, or (B) Executive’s death.  If
any such delayed cash payment is otherwise payable on an installment basis, the
first payment shall include a catch-up payment covering amounts that would
otherwise have been paid during the six-month period but for the application of
this provision, and the balance of the installments shall be payable in
accordance with their original schedule. 
Any payments delayed pursuant to this Section 20(a) shall bear interest
during the period of such delay at the simple rate of 5% per annum.


 


(b)   The parties intend that this
Agreement will be administered in accordance with Section 409A of the
Code.  To the extent that any provision
of this Agreement is ambiguous as to its compliance with Section 409A of the
Code, the provision shall be read in such a manner so that all payments
hereunder comply with Section 409A of the Code. 
The parties agree that this Agreement may be amended, as reasonably
requested by either party, and as may be necessary to fully comply with Section
409A of the Code and all related rules and regulations in order to preserve the
payments and benefits provided hereunder without additional cost to either
party.


 


(c)   To the extent that any
payment or benefit described in this Agreement constitutes “non-qualified
deferred compensation” under Section 409A of the Code, and to the extent that
such payment or benefit is payable upon the Executive’s termination of
employment, then such payments or benefits shall be payable only upon the
Executive’s “separation from service.” 
The determination of whether and when a separation from service has
occurred shall be made in accordance with the presumptions set forth in
Treasury Regulation Section 1.409A-1(h).


 


(d)   The Employer makes no
representation or warranty and shall have no liability to Executive or any
other person if any provisions of this Agreement are determined to constitute
deferred compensation subject to Section 409A of the Code but do not satisfy an
exemption from, or the conditions of, such Section.


 


21.   Entire Agreement. 
This Agreement contains the entire agreement and understanding between
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings relating to such subject matter.  The parties hereto shall not be liable or
bound to any other party in any manner by any representations, warranties or
covenants relating to such subject matter except as specifically set forth
herein.


 


21

















 


22.   Paragraph Headings.  Section
headings used in this Agreement are included for convenience of reference only
and will not affect the meaning of any provision of this agreement.


 


23.   Board Approval.  The
Employer represents that its Board (or the Compensation Committee thereof) has
approved the economic terms of this Agreement.


 


[Remainder
of page intentionally left blank]


 


22

















 


IN WITNESS WHEREOF, this Agreement is entered into
as of the date and year first written above.


 


 


	
   

  	
  SL GREEN REALTY CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen L. Green

  
	
   

  	
   

  	
  Name:
  Stephen L. Green

  
	
   

  	
   

  	
  Title:
  Chairman of the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Marc Holliday

  	
   

  	
   

  	
   

  
	
  Marc
  Holliday

  	
   

  	
   

  	
   

  



 


[Signature Page to
Amended and Restated Employment and Noncompetition Agreement]


 
















 


EXHIBIT A


 


RESTRICTED STOCK UNITS


 


Restricted
Stock Units (Time-Based Vesting)


 


1.               Plan:  SL Green Realty Corp. Amended and Restated
2005 Stock Option and Incentive Plan (the “Plan”)


 


2.               Grant Date:  January 1, 2010


 


3.               Total Number of Units:  200,000


 


4.               Dividend equivalents shall
be paid to Executive in cash at each dividend payment date as though each
restricted stock unit (whether or not vested) was, as of the applicable record
date for such dividend, an outstanding share of Common Stock.


 


5.               Form of Payment of
Units:  Shares of Common Stock


 


6.               Vesting:  Subject to acceleration as set forth in the
Agreement, the units shall vest, if and as employment continues, at the times
(each, a “Vesting Date”) and in the amounts set forth below:


 


	
  Vesting
  Date

  	
   

  	
  Number of Units

  	
   

  
	
  January 17, 2011

  	
   

  	
  66,667

  	
   

  
	
  January 17, 2012

  	
   

  	
  66,667

  	
   

  
	
  January 17, 2013

  	
   

  	
  66,666

  	
   

  



 


Restricted
Stock Units (Performance-Based Vesting)


 


1.               Plan:  The Plan


 


2.               Grant Date:  January 1, 2010


 


3.               Total Number of Units:  100,000


 


4.               Dividend equivalents shall
be credited on each restricted stock unit at the dividend payment date as
though each restricted stock unit was, as of the applicable record date for
such dividend, an outstanding share of Common Stock.  Dividend equivalents so credited will be paid
in cash if and when the underlying Units become vested.


 


5.               Form of Payment of
Units:  Shares of Common Stock


 


6.               Vesting:  Subject to acceleration as set forth in the
Agreement, the restricted stock units shall vest (subject to clauses (i) and
(ii) below), if and as employment continues, at the times (each, a “Vesting
Date”) and in the amounts set forth below:


 


	
  Vesting
  Date

  	
   

  	
  Number of Units

  	
   

  
	
  January 17, 2011

  	
   

  	
  33,333

  	
   

  
	
  January 17, 2012

  	
   

  	
  33,333

  	
   

  
	
  January 17, 2013

  	
   

  	
  33,334

  	
   

  



 


The performance criteria applicable to the restricted stock units
subject to this Paragraph 6 are as follows:


 


(i)                                     Such restricted
stock units shall vest in the applicable year if the Employer achieves either (A) a
7% per year increase in funds from operations on a per-share of Common 


 


A-1

















 


Stock of the Employer basis, or (B) a 7% per year stock price
appreciation on each share of Common Stock outstanding during the entire
period, in each case, during the last fiscal year completed before the
applicable Vesting Date; provided that, for purposes of measuring the increase
in funds from operations on a per-share of Common Stock of the Employer basis
for 2010, 2010 results shall be compared to the Employer’s funds from
operations with respect to the third and fourth quarters of fiscal year 2009,
annualized for the entire fiscal year 2009.


 


(ii)                                  If, with
respect to the number of restricted stock units noted after each Vesting Date,
the performance criteria set forth in paragraph (i) above are not achieved
in the fiscal year immediately preceding the applicable Vesting Date, but are
achieved on a cumulative basis beginning with 2010, and, in each case, ending
with the last fiscal year completed before the applicable Vesting Date, then,
if and as employment continues through such subsequent Vesting Date, the
performance criteria will be met for such restricted stock units as of such
subsequent Vesting Date.  Any units
subject to this Paragraph 6 that have not vested as of the last Vesting Date
shall be forfeited.


 


Notwithstanding
the foregoing, if the performance criteria set forth in paragraph (i) above
for a particular year (or on a cumulative basis as set forth in paragraph (ii) above)
are not met, but the Employer’s percentage stock price appreciation or increase
in funds from operations on a per-share of Common Stock of the Employer basis  is in the top one-third of its peer group companies (as to
be determined for such year by the committee administering the Plan, in its
sole discretion) for such year (or years on a cumulative basis beginning with
2009 for the Employer’s percentage stock price appreciation), then the
performance criteria shall be deemed to have been met for such year.


 


A-2

















 


EXHIBIT B


 


DEFERRED COMPENSATION AGREEMENT


 


[To be attached]


 


B-1

















 


EXHIBIT C


 


2010 OUTPERFORMANCE PLAN AWARD


 


Executive
shall be entitled to receive an award under the SL Green Realty Corp. 2010
Long-Term Outperformance Compensation Program (the “2010 Outperformance Plan”)
equal to not less than 20% of the total 2010 Outperformance Plan.  The terms of the 2010 Outperformance Plan are
summarized in the Form 8-K filed by the Employer on December 15, 2009
(such summary, the “2010 OPP Summary”). 
Executive’s award shall be consistent with such 2010 OPP Summary;
provided, however, that where any provision in the 2010 Outperformance Plan
document and Executive’s award thereunder is not summarized in the 2010 OPP
Summary (which includes, by way of example only, the change of control-related
provisions), such 2010 Outperformance Plan provision and Executive’s award
thereunder shall be substantially identical in all material respects with the
analogous provision of Executive’s award under the Employer’s 2006 Long-Term
Outperformance Plan.


 


C-1